Mackay Gold & Silver to Acquire Comstock Inc.'s Nevada Mining Assets, Creating the Largest Consolidated Land Package in the History of the Historic Comstock Gold-Silver District

Mackay Gold & Silver Corp. (TSXV: MACK, OTCQB: MKGSF) has signed a definitive agreement to acquire 100% of Comstock Inc.’s mining assets in Nevada’s historic Comstock District. The deal unifies the three major vein systems (Occidental, Brunswick, and Comstock lodes) under single ownership for the first time.

• Consideration: US$20 M cash + 2 M common shares upfront; US$7 M deferred (up to US$2 M payable in shares) within 18 months; and a US$10 M contingent cash payment triggered by a mine construction decision or change of control within seven years. Aggregate value exceeds US$45 M including the retained 1.5% NSR royalty (with a Mackay buyout option at US$3.5 M–US$7 M) and assumption of reclamation liabilities.
• Assets acquired: Two historical oxide gold‑silver deposits (Lucerne, Dayton) with total M&I historical resources of 605 koz Au and 5.88 Moz Ag, plus Inferred 297 koz Au and 2.57 Moz Ag; the permitted American Flats heap‑leach/Merrill‑Crowe processing facility (~4,500 tpd, on care‑and‑maintenance since 2016); and a ~US$8.75 M reclamation bond (~US$4 M cash collateral).
• Land: Total land position grows 70% to 4,343 ha (43 km²), the largest consolidated package in Comstock District history.
• Timing: Closing is subject to TSX Venture Exchange approval, expected within five business days post‑approval. Drilling on the Occidental‑Brunswick Lode (20,000 m program) remains the near‑term priority.

The seller’s release (Comstock Inc.) confirms the same structure and notes that the divestiture shifts Comstock toward a renewable metals business, yielding >US$1.5 M in annual cost savings.

Strategic fit – high, but the outline was already drawn.
Management repeatedly flagged land consolidation as a pillar of its 2026 strategy. The May 19 operations update stated that the land package had grown ~80% over the prior year and that further consolidation was a goal. The acquisition is the logical next step and, while transformative in scale, it was broadly telegraphed. The news is therefore material positive, but not a complete surprise.

What changes materially: - Resource base leaps, but caution required. The historical Lucerne and Dayton estimates are non‑43‑101 compliant, bear a “historical” label, and have low grades (~0.025 oz/t Au). They do provide a starting point for future exploration and a potential oxide supplement to the company’s primary bonanza‑grade target at Occidental. The resource numbers swell, but they do not yet constitute a mineable reserve. - Infrastructure optionality. The American Flats facility, though idle for a decade, offers a permitted processing route that could shorten the development timeline if the oxide ounces prove economic. The reclamation bond (US$8.75 M total, with US$4 M cash collateral) transfers to Mackay, partially offsetting the upfront cash outlay. - Royalty overhang. Comstock retains a 1.5% NSR. Mackay can buy it out for US$3.5 M (or US$7 M if the contingent payment is not made). Combined with the existing 1.5% NSR that Mackay itself purchased on ~1,300 ha earlier in 2026, the project now carries royalty baggage that could subtly erode future margins. However, the buyout option is attractively priced relative to the deal’s total consideration. - Financial impact. Upfront cash drops the company’s pro‑forma cash from US$62 M to roughly US$42 M, still comfortable for the 20,000 m drill program and near‑term exploration. The deferred and contingent payments are manageable and do not create immediate liquidity pressure. No debt is created.

Projections vs. reality: In the investor presentation, Mackay set a target of defining 1–2 Moz of high‑grade oxide within 18 months. The acquisition does not itself deliver that target, but it adds a large, low‑grade oxide resource that could be re‑evaluated alongside the planned drilling. The actual value will hinge on whether the company can convert these historical ounces into a compliant, economic resource.

Mackay Gold & Silver Corp. (formerly Drummond Ventures Corp.) completed its Qualifying Transaction on April 17, 2026, via a three‑cornered amalgamation with Toro Silver Corp. It trades on the TSXV under “MACK” and on the OTCQB under “MKGSF”. The company is an exploration‑stage gold‑silver play focused entirely on the Comstock District, Nevada, roughly 25 miles south of Reno.

The flagship project is the Occidental‑Brunswick Lode, a high‑grade vein system in a district that historically produced 8.2 Moz Au and 200 Moz Ag. The company targets a >5 Moz AuEq resource, with a near‑term goal of defining 1–2 Moz of high‑grade oxide. Drilling highlights from historical work include 25 m @ 13.49 g/t Au, 48 g/t Ag (oxide) and 3.05 m @ 13.3 g/t Au, 454 g/t Ag (underground). The 2026 Phase 1 program comprises 15,000 m of RC and 5,000 m of core drilling, all slated to start mid‑June.

Management includes CEO Darwin Green (formerly HighGold), Chairman Jeff Pontius, and a board with extensive mining finance and geology backgrounds. Strategic advisors include John Robins and Marcel de Groot.